Exhibit 10.4(b)


 





[_______],
2017


 


FinTech
Acquisition Corp. II


2929
Arch Street, Suite 1703


Philadelphia,
PA 19104-2870


New
York, New York 10019


 


	 	Re:	Initial Public Offering




 


Ladies
and Gentlemen:


 


This
letter (“Letter Agreement”), by and between FinTech Acquisition Corp. II, a Delaware corporation (the
“Company”), and Cantor Fitzgerald & Co. (“Cantor Fitzgerald”), is being
delivered in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into,
or proposed to be entered into, by and between the Company and Cantor Fitzgerald, as the representative of the underwriters (the
“Underwriters”), relating to an underwritten initial public offering (the “Offering”),
of up to 15,525,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s
common stock, par value $0.001 per share (the “Common Stock”), and one-half of a warrant exercisable
for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering will be registered
under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form
S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission
(the “Commission”).. The Company expects that the Units will be listed for trading on the Nasdaq Capital
Market. Certain capitalized terms used herein are defined in paragraph 7 hereof.


 


Cantor
Fitzgerald hereby agrees with the Company as follows:


 


1.
         (a)
       Cantor
Fitzgerald agrees to not propose any amendment to the Company’s amended and restated certificate of incorporation that would
affect the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not
consummate a Business Combination within 24 months from the completion of the Offering, unless the Company provides the holders
of Offering Shares with the opportunity to redeem their Offering Shares upon approval of any such amendment at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including any amounts representing interest
earned on the Trust Account less any interest released to, or reserved for use by, the Company for working capital purposes or
payment of taxes, divided by the number of then outstanding Offering Shares.


 


(b)       Cantor
Fitzgerald acknowledges and agrees that Placement Shares held by Cantor Fitzgerald are not entitled to, and have no right, interest
or claim of any kind in or to, any monies held in the Trust Account or distributed as a result of any liquidation of the Trust
Account, provided that nothing herein shall preclude Subscriber from making any claim or seeking recourse against the funds held
outside of the Trust Account or seeking payment of any deferred underwriting fee due and payable pursuant to the Underwriting Agreement.


 


(c)      Cantor Fitzgerald waives, with respect to any Placement Shares that it
holds, any redemption rights it may have (i) in connection with the consummation of an initial Business Combination, (ii) if the
Company fails to consummate its initial Business Combination or liquidates within 24 months from the completion of the Offering
or (iii) if the Company seeks an amendment to its amended and restated certificate of incorporation that would affect the substance
or timing of the Company’s obligation to redeem 100% of the Offering Shares as described above. If Cantor Fitzgerald acquires
Offering Shares in or after the Offering, Cantor Fitzgerald shall have the same redemption rights as a public stockholder that
acquired Offering Shares in the Offering with respect to such Offering Shares.




 






     


     


    

 


2.
         (a)
       Until 30 days after the consummation of the initial Business Combination (“Placement Unit Lock-Up Period”),
Cantor Fitzgerald shall not, except as described in the Prospectus, (i) sell, offer to sell, contract or agree to sell, hypothecate,
pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange
Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”)
with respect to the Placement Units, Placement Shares, Placement Warrants, or shares of Common Stock underlying the Placement
Warrants, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any of the Placement Units, Placement Shares, Placement Warrants, or shares of Common Stock underlying the Placement
Warrants, whether any such transaction is to be settled by delivery of the Common Stock or such other securities, in cash or otherwise,
or (iii) publicly announce any intention to effect any transaction specified in clause (a)(i) or (a)(ii).


 





(b)      Notwithstanding
the provisions contained in paragraph 2(a) hereof, Cantor Fitzgerald or any of its Permitted Transferees (as defined below) may
transfer the Placement Units, Placement Shares, Placement Warrants, or shares of Common Stock underlying the Placement Warrants:
(1) in connection with the Company’s initial Business Combination with the consent of the Company to any third party that
agrees in writing to be bound by the provisions of this agreement; and (2) (a) to the Company’s officers, the Company’s
directors, the Initial Holders or Cantor Fitzgerald’s officers, directors, equityholders (direct or indirect) or other affiliates,
(b) to an affiliate or immediate family member of any of the Company’s officers, directors or Initial Holders, or Cantor
Fitzgerald’s officers, directors and direct and indirect equityholders, (c) to any member, officer or director of the Sponsor,
or any immediate family member, partner, affiliate or employee of a member of the Sponsor, (d) by gift to any permitted transferee
under any of the immediately preceding subsections (a) through (c), a trust, the beneficiaries of which are one or more permitted
transferee under any of the immediately preceding subsections (a) through (c), or a charitable organization, (e) by virtue of laws
of descent and distribution upon death of any of the Company’s officers, the Company’s directors, the Initial Holders,
members of the Sponsor, or any officers, directors or direct or indirect equityholders of Cantor Fitzgerald, (f) pursuant to a
qualified domestic relations order, (g) in the event of the Company’s liquidation prior to consummation of its initial Business
Combination, (h) by virtue of the laws of Delaware, or the Sponsor’s limited liability company agreement upon dissolution
of the Sponsor or the organizational documents of Cantor Fitzgerald upon dissolution of Cantor Fitzgerald, (i) subsequent to the
Company’s consummation of its initial Business Combination, in the event of a liquidation, merger, stock exchange or other
similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common
Stock for cash, securities or other property or (j) subsequent to the Company’s consummation of its initial Business Combination,
in the event of a consolidation, merger or other similar transaction in which the Company is the surviving entity that results
in the directors and officers of the Company ceasing to comprise a majority of the board of directors (the “Board”)
of the Company (in the case of directors) or management (in the case of officers) of the surviving entity (each, a “Permitted
Transferee”); provided, however, that, in the case of subclauses (a) through (f) and (h), these transferees
enter into a written agreement with the Company agreeing to be bound by the transfer restrictions set forth herein.




 


(c)
       Cantor Fitzgerald agrees that after the Placement Unit Lock-Up Period has elapsed, the Placement Units, Placement Shares, Placement
Warrants and shares of Common Stock underlying the Placement Warrants owned by Cantor Fitzgerald shall only be transferable or
saleable pursuant to a sale registered under the Securities Act or pursuant to an available exemption from registration under
the Securities Act. The Company and Cantor Fitzgerald each acknowledge that pursuant to that certain registration rights agreement
to be entered into among the Company, Cantor Fitzgerald, the Sponsor and the other parties thereto, the parties thereto may request
that a registration statement relating to the Placement Units, Placement Shares, Placement Warrants, or shares of Common Stock
underlying the Placement Warrants be filed by the Company with the Commission prior to the end of the Placement Unit Lock-Up Period;
provided, however, that such registration statement does not become effective prior to the end of the Placement Unit Lock-Up Period.


 


(d)
       Subject to the limitations described herein, Cantor Fitzgerald shall retain all of Cantor Fitzgerald’s rights as a security
holder with respect to Placement Units and its underlying securities during the Placement Unit Lock-Up Period including, without
limitation, the right to vote Placement Shares.


 






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(e)
       During the Placement Unit Lock-Up Period, all dividends payable in cash with respect to such securities shall be paid, as applicable,
to each security holder, but all dividends payable in Common Stock or other non-cash property shall become subject to the applicable
lock-up period as described herein and shall only be released from such lock-up in accordance with the provisions of this paragraph
2.


 


3.
         Without limiting the provisions of paragraph 2(b) hereof, during
the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, Cantor Fitzgerald
shall not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose
of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease
a call equivalent position within the meaning of Section 16 of the Exchange Act and in compliance with FINRA Rule 5110(g) with
respect to any Placement Units, Placement Shares or Placement Warrants, (ii) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of any Placement Units, Placement Shares or Placement
Warrants, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly
announce any intention to effect any transaction specified in clause (i) or (ii), except to any Permitted Transferee in accordance
with FINRA Rule 5110(g)(2).







 


4.
         The
Company agrees that the Company will not engage any third party to render services, agree to purchase any products from such third
party, or enter into any discussion or any acquisition agreement with a prospective target business (a “Target”)
unless (i) such third party or Target has agreed to execute a waiver against any right, title, interest or claim of any kind in
or to any monies held in the Trust Account or any proceeds from the Trust Account, that is acceptable to the Board or (ii) the
Board has consented in writing to dispense with such waiver with respect to such services, product, discussions or acquisition
agreement, in each case with the written consent of the Indemnitor as part of the consent of the Board.


 


5.
         Intentionally Omitted.







 


6.
         The
Company and Cantor Fitzgerald each acknowledges and agrees that the Company will not consummate any initial Business Combination
that involves a company which is affiliated with Cantor Fitzgerald unless the Company obtains an opinion from an independent investment
banking firm that is a member of the Financial Industry Regulatory Authority and reasonably acceptable to Cantor Fitzgerald that
the Business Combination is fair to the Company’s stockholders from a financial perspective.


 


7.
         As
used in this Letter Agreement, (i) “Business Combination” shall mean a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar Business Combination, involving the Company and one or more businesses;
(ii) “Initial Holders” shall mean Daniel G. Cohen, Betsy Z. Cohen, DGC Family FinTech Trust, Swarthmore
Trust of 2016, Shami Patel, Jeremy Kuiper and the Sponsor; (iii) “Offering Shares” shall mean the shares
of Common Stock included in the units sold in the Offering; (iv) “Placement Shares” shall mean the shares
of Common Stock sold as part of the Placement Units; (v) “Placement Warrants” shall mean the Warrants
to purchase up to an aggregate of 185,000 shares of the Common Stock that are included in the Placement Units; (vi) “Placement
Units” shall mean the aggregate of 370,000 Units of the Company (each Placement Unit consists of one-half of one
Placement Warrant and one Placement Share) sold in the Private Placement to the Sponsor and Cantor Fitzgerald for an aggregate
purchase price of $3,700,000; (vii) “Trust Account” shall mean the trust account into which net proceeds
of the Offering and the Private Placement will be deposited; (viii) “Prospectus” shall mean the prospectus
included in the registration statement filed by the Company in connection with the Offering, as supplemented or amended from time
to time; (ix) “Private Placement” shall mean that certain private placement transaction occurring simultaneously
with the closing of the Offering pursuant to which the Company has agreed to sell an aggregate of 370,000 Placement Units to FinTech
Investor Holdings II, LLC, a Delaware limited liability company (the “Sponsor”) and Cantor Fitzgerald;
and (x) references to completion of the Offering shall exclude any exercise of the Underwriters’ over-allotment option.


 






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8.
         This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the
extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may
not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except
by a written instrument executed by the parties hereto.


 


9.
         No
party may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not
operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on each
undersigned party and each of such undersigned party’s, as applicable, heirs, personal representatives, successors and assigns.


 


10.         This
Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable
to contracts entered into within the borders of such state and without giving effect to conflicts of law principles that would
result in the application of the substantive laws of another jurisdiction. The parties (i) agree that any action, proceeding,
claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the federal
or state courts in the borough of Manhattan in the City of New York, and irrevocably submits to such jurisdiction and venue, which
jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts
represent an inconvenient forum.


 


11.         Any
notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in
writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by
hand delivery, electronic or facsimile transmission.


 


12.         This
Letter Agreement shall terminate in the event that the Offering is not completed by April 30, 2017.


 


[Signature
page follows]


 






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	 	Sincerely,
	 	 
	 	

        FINTECH
        ACQUISITION CORP. II

        a
        Delaware corporation

         

	 	By:	 
	 	Name:	James
    J. McEntee, III
	 	Title:	President
    and Chief Financial Officer


 


	 	CANTOR
        FITZGERALD & CO.

        a
        New York general partnership



 


	 	By:	 
	 	Name:	Shawn
    Matthews
	 	Title:	CEO


 


[Signature
Page to Letter Agreement – Cantor]


 


 


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